LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement is made on the date last below appearing by and between

__name___________, XXXX Wilson Circle, Huntington Beach, California 92646, as General Partner, and those persons named in Exhibit ³A´ (attached hereto and incorporated herein by reference), as Limited Partners. The above-named parties agree to form a Limited Partnership under the California Revised Limited Partnership Act on the terms and conditions hereinafter set forth.

ARTICLE ONE The name of the Limited Partnership shall be___________________________________, LIMITED PARTNERSHIP, hereinafter referred to as ³Partnership´.

ARTICLE TWO The purpose of this Partnership shall be to acquire, own and manage real properties, and such other business as the General Partner shall deem to be in the best interests of the Partnership.

ARTICLE THREE The parties shall forthwith execute a Certificate of Limited Partnership and shall cause said Certificate to he filed in the office of the California Secretary of State. Such amended Certificates as may be required by the laws of the State of California shall be executed and filed as required.

ARTICLE FOUR The principal place of business of the Partnership shall be located at XXXX Wilson Circle, Huntington Beach, California 92646, and such other places as may be agreed upon by the General Partner.

ARTICLE FIVE A. The General Partner shall contribute his time and efforts in locating the real property


and that he is not hereby in any way prevented from continuing said activities and pursuits. The General Partner shall contribute such time to the Partnership business as is reasonably necessary to effectively operate and manage said activities of the Partnership. nor have the power to hinder the Partnership in any manner whatsoever. No Limited Partner has agreed to contribute as capital any additional cash or property. and all contributions by the General Partner and Limited Partners shall be returned to the party making said contribution. shall contribute to the capital of the Partnership an amount as set forth on Exhibit ³A´ hereto. as his respective share. Receipt of the capital contribution of each Limited Partner is acknowledged by the Partnership and its members. The General Partner shall he compensated for reasonable and necessary expenses incurred in the operation and management of the Partnership business. and managing the Partnership B. The General Partner shall be entitled to receive a real estate commission for his efforts on behalf of the Partnership as compensation for his efforts as described in Article Five. effecting the purchase of the property. E. D. C. paragraph A. B. void and of no effect. be purchased. this Agreement shall be null.. No Limited Partner shall have any right to be active in the conduct of the Partnership business. C. negotiating the price and terms of sale. 2 . ARTICLE SEVEN A. Each Limited Partner. B. If the General Partner fails to make his contribution as above set forth. ARTICLE SIX A. It is understood and agreed that the General Partner is actively engaged in other business activities and pursuits. However said activities and pursuits shall not be such as to harm or adversely affect this Partnership.

any excess finds shall be distributed ___% to the General Partner and ___% among the Limited Partners. D. Upon liquidation and distribution of the Partnership assets. and according to generally acceptable accounting practices. Each Limited Partner shall share in the Partnership losses equal to the percentage as set forth in Exhibit ³A´ hereto. as set forth in Exhibit ³A´ hereto. and thereafter debited and credited pursuant to this Article. Such account shall he credited with that Partner¶s contribution to the Partnership capital. C. B. ARTICLE NINE A. The profits and losses of the Partnership shall be maintained on a calendar year basis. At all times during the continuance of the Partnership. unless otherwise agreed by the General Partner.ARTICLE EIGHT The General Partner shall have the right to determine if and when Partnership profits. B. Thereafter. The method of accounting shall be on a cash basis. An income account shall be maintained on behalf of each Partner. No Limited Partner shall at any time be or become liable for any obligation or losses of the Partnership beyond the amount of the respective capital contribution. and available at the principal place of business of the Partnership. D. E. accurate books of accounting shall be maintained. C. A capital account shall be maintained for each Partner. shall be distributed. in the percentage of each partners contribution. to the extent there are sufficient finds. each Limited Partner shall first receive his contribution to the Partnership. ARTICLE TEN A. 3 . in excess of those needed to operate the Partnership.

B. (b) his income account. it is agreed upon that the good will of the Partnership business. The interest of any Limited Partner may be terminated by: 1. or Consent of the personal representative of a deceased Limited Partner and all of the remaining Partners. and (c) any other amounts owed to him by the Partnership. ARTICLE TWELVE A. On the termination of the interest of a Limited Partner. 3. the income account of each Partner shall he credited with said Partner¶s distributive share of profits or debited with his share of losses. or to his estate. Additional General Partners or Limited Partners may be admitted to the Partnership on such terms as may be agreed upon in writing between all the Partners and such new Partners. 2. as well as other intangible items. substitute a Partner in his stead. of the Limited Partner¶s interest. The value of a Limited Partner¶s interest in the Partnership shall be computed by (1) adding the total of (a) his capital account. and at such other times as the Partners may decide. No Limited partners may. shall not be valued. Agreement of all Partners. the value of his interest. as of the date of termination. and (2) subtracting from the sum of the above totals the sum of the totals of all amounts owed by him to the Partnership. without the written consent of all other partners.As soon as practicable after the close of each fiscal year. 4 . ARTICLE ELEVEN A. For the purposes of valuation. The terms so agreed upon shall constitute an Amendment to this Partnership Agreement. B. C. there shall be paid to such Limited Partner. Dissolution of the Partnership for any reason as provided herein.

5 . except as to regards to the vested rights of the Partners. ARTICLE FIFTEEN This agreement shall be binding upon the partied hereto and their respective heirs. and (2) subtracting from the sum of the above totals of (a) his drawing account and (b) any amount owed by him to the Partnership. administrators. On dissolution at any time agreed upon by the General Partner. On dissolution of Partnership by law. successors and assigns. the estate of a deceased General Partner. 3. the Partnership shall be liquidated. If the Partners remaining desire to continue the business. by themselves. C. or the legal representative of an insane General Partner. or with any additional persons they may choose.ARTICLE THIRTEEN A. B. as of the date of such Partner¶s death or withdrawal from the Partnership. executors. and (c) any other amounts owed to him by the Partnership. maybe amended any time by majority vote of the Partners. ARTICLE FOURTEEN This agreement. but not together. The Partnership term shall begin on________________________. Upon the death. On dissolution at the close of the month following the qualification and appointment of the personal representative of a deceased general Partner. the value of such Partner¶s interest as determined by this Article. retirement or insanity of the General Partner. The value of a general Partner¶s interest in the Partnership shall be computed by (1) adding the totals of (a) his capital account. the remaining Partners shall have the right to elect to continue the business of the Partnership under the same name. 2. Such payment shall be made within 180 days after his death or withdrawal. D. (b) his income account. and shall continue thereafter for an unstipulated period of time ending: 1. If the remaining Partners elect to continue the business under Part (B) of this Article. they shall pay to the retiring Partner.

This Agreement may be amended only in writing. IN WITNESS WHEREOF. California. B. This is an integrated agreement and contains the entire understanding and agreements of all of the parties hereto. and supercedes all prior and contemporaneous oral and written understandings and agreements. the parties have executed this limited Partnership Agreement this ________day of _______________. GENERAL PARTNER _____________________________________________ XXXXXX XXXXXX LIMITED PARTNERS _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ 6 . and no extrinsic evidence may be used to vary the terms hereof. at_____________________________. 2004.ARTICLE SIXTEEN A.

EXHIBIT_³A´ LIMITED PARTNERS Name Address Contribution Percentage 7 .

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